and the overplus, after such penalties and the charges of such distress and sale are deducted, shall be returned to the offender, and such penalties shall belong to those who shall have sued for the same, and shall be paid to them. 36. The words " by-laws of the Company," or "rules and Interpretaby-laws of the Company," or " rules, by-laws or orders of the tion. Company," or "by-laws," or " rules and by-laws," or "rules, by-laws or orders made by the Company," shall be taken to mean the rules, by-laws or orders made or passed at general or special meetings of the shareholders of the said Company, and the rules and by-laws made and passed by the directors of the said Company, in virtue of the fourth section of this Act. 37. This Act shall be deemed a Public Act. Public Act. САР. CIX. An Act to amend the Act incorporating the Cobourg [Assented to 4th May, 1859.] WHEREAS the persons incorporated as the Cobourg Ma+ Preamble. nufacturing Company, by the Act passed in the ninth year of Her Majesty's reign, chapter ninety-four, have failed to carry the same into effect, and Patrick Wallace, John S. Wallace, Lewis Moffat, John D. Armour and Henry Mackechnie, have by their petition prayed that the said Act may be revived and amended, and the capital stock of the said Company increased, and that they may be permitted to carry the said Act so amended into effect, and it is expedient to grant the prayer of such petition: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 9 V. c. 94. sociates to 1. The first section of the said recited Act is amended, so Petitioners that the said Patrick Wallace, John S. Wallace, Lewis Moffat, and their asJohn D. Armour, Henry Mackechnie and such other person or form the said persons as shall be associated with them, under the provisions Company. of the said Act or of this Act, and their several and respective successors, executors, trustees, administrators and assigns, shall hereafter form the said "Cobourg Manufacturing Company," as therein provided. 2. The third section of the said Act is hereby amended so Company may far as to permit the said Company to invest so much of their invest part of Capital as they may deem expedient for the transaction of their their funds in business and for the purposes of the said Company, in real estate; real estate. Capital in estate; provided always that no such real estate shall be held by the said Company, otherwise than for the conduct of the manufacturing operations of the same thereon. 3. The fourth section of the said Act is hereby amended by creased and increasing the capital stock of the said Company to two hundred and fifty thousand dollars and reducing the shares to twenty-five dollars each. shares re duced. Reduction of shares. Non-liability of Directors. Number of duced. When the business may be commenced. The said Act revived. Public Act. 4. The fifth section of the said Act is hereby amended so far as regards the subscription of shares, which are by this Act reduced to twenty-five dollars each. 5. The fourteenth section of the said Act is hereby amended, so that the liability thereby imposed on the Directors of the said Company (except in the case of their own neglect or default) shall not exceed double the amount of their subscribed stock therein. 6. The sixteenth section of the said Act is hereby amended, so that the number of Directors shall be five instead of seven, as therein provided. 7. The nineteenth section of the said Act is hereby amended so that so soon as fifty thousand dollars of the said stock have been subscribed and one half thereof has been paid up, the said Act and this Act shall take effect. 8. The said Act as hereby amended is revived and shall be in full force and effect, as if herein repeated and re-enacted. Preamble. Company incorporated. An Act to incorporate the Collingwood Cotton Manu- WHEREAS John Lyall, William Basil Hamilton and Charles Macdonald, have, by their petition, prayed for a Charter of Incorporation by the name of The Collingwood Cotton Manufacturing Company, for the Spinning and Manufacturing of Cotton and Cotton goods, at the Town of Collingwood, in the County of Simcoe, and it is desirable to grant their prayer : Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 1. The persons aforesaid, and all such other persons as shall become Shareholders in the said Company, shall be and are hereby constituted a body politic and corporate under poses for under the name of the "Collingwood Cotton Manufacturing Corporate Company," and shall by that name have perpetual succession name and purand a Common Seal, and by the same be capable of suing which the and being sued in all Courts of Justice in this Province, and Company is shall by that name be authorized and empowered to carry incorporated. on the business of Spinning and Manufacturing Cotton and Cotton fabrics in all or any of its branches, and to establish and carry on works for such spinning and manufacturing, or either of them, and shall for such purpose be authorized to purchase, hold and use such land and such water-power as may be necessary for properly carrying on such business, and also to erect and maintain the necessary buildings, machinery and apparatus therefor. ness. 2. The Capital Stock of the Company incorporated by this Act Capital. shall not exceed the sum of two hundred thousand dollars, unless increased in the manner hereinafter provided, and shall be Shares. composed of shares of forty dollars each; but it shall be lawful when the for the Company to commence business and exercise any of the Company may powers given by this Act as soon as the sum of sixty thousand begin busidollars of the Stock of the Company shall have been paid in; and any shares remaining unsubscribed for at the time of the first election of Directors shall be disposed of thereafter in such manner as the Stockholders shall at any general meeting determine; Provided always, that the whole of such Capital Stock Proviso: the of two hundred thousand dollars shall be paid in within five whole stock to years from the time of such commencing of business, on pain of be paid in five forfeiture of the Charter of the Company. years. 3. It shall be lawful for the said Company to lay out and Application of invest their capital in the first place, in paying and discharging the capital. all expenses incurred in applying for and obtaining this Act, and the preliminary expenses attending the establishment of the said Company, and the remainder, or so much thereof as may from time to time be deemed necessary, for and towards carrying out the objects of this undertaking, as hereinbefore mentioned. 4. The said John Lyall, William Basil Hamilton and First DirectCharles Macdonald, together with John McMurrich, Thomas ors appointed. Dick and Frederick W. Cumberland, shall be and are hereby constituted and appointed the first Directors of the said Company, and shall hold their office until others shall, under the provisions of this Act, be elected by the Shareholders, and shall, until that time, constitute the Board of Directors of the said Company, with power to open Stock Books and make calls on the shares subscribed in such Books, and shall call a meeting of subscribers for the election of Directors in the manner hereinafter provided. 5. The said Directors are hereby authorized to take all ne- They shall cessary measures for opening the Stock Books for the subscrip- open stock tion of parties desirous of becoming Shareholders in the said books, receive 26 Company, and allot shares. subscriptions Company, and to determine and allot to parties subscribing for Stock in the said Company the number of shares (if any) that parties so subscribing may have and hold in the Capital Stock aforesaid; and the said Directors shall cause an entry to be made in the records of their proceedings and in the Stockholders' Book of the Stock so allotted and assigned to parties subscribing as aforesaid; and the Secretary of the said Company shall notify the respective parties in writing of such allocation and assignment; and upon such entries being made the rights and liabilities of such Shareholders shall accrue in respect of his, her or their particular interest in the said Company. Directors, and tion of Directors. Notice of meeting for election. 6. The stock, property and concerns of the said Company annual elec- shall be managed by a Board of seven Directors, who shall respectively be Stockholders in the said Company, and who shall be annually elected by the Stockholders on the first day of May, in each year, or such other day as may, by any By-law of the Directors, be from time to time fixed; and notice of the time and place of holding such election shall be published not less than ten days previous thereto, in one of the newspapers published in the City of Toronto, and in the County of Simcoe, and the election shall be made by such of the Stockholders as shall attend for that purpose either in person or by proxy; and if such election shall not be held on the day so appointed, it shall be the duty of the Directors to cause such election to be held within thirty days after the day so appointed, when such election shall take place, at a time and place to be notified by the Directors in one of the newspapers published in the said City and in one published in the said County, at which such election shall be made in manner herein before appointed; and all acts of Directors of the said Company shall be valid and binding as against the said ComAnnual report pany until their successors shall be elected; And it shall be of Directors. the duty of the Directors to submit to such annual meeting of the Stockholders a report stating the amount of the Capital of the said Company, and the proportion thereof actually paid in, and the amount of the existing debts of the Company, which report shall be signed by the Chairman or President and a majority of Directors of the said Company. Voting and votes. Vacancies 7. All elections of Directors shall be by ballot, and each Stockholder shall be entitled to as many votes as he owns shares of stock in the said Company; and the persons receiving the greatest number of votes shall be Directors, and when any among Direo- vacancy shall happen amongst the Directors by death, resignation or otherwise, it shall be filled for the remainder of the year in such manner as may be provided by the By-laws of the Company. tors. President and 8. The said Company shall have a Chairman or President, who shall be elected by the Directors from among themselves, and also such subordinate officers as the Company by its By-laws By-laws may require, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their respective offices as the Company by its Bylaws may provide. Directors may 9. It shall be lawful for the Directors of the said Company to call in and demand from the Stockholders thereof respectively, make calls. all sums of money by them subscribed, at such time and in such payments or instalments as such Directors shall deem proper; And if any Stockholder or Stockholders shall, after notice of such May forfeit call or demand shall have been personally served, or after notice shares for nonthereof shall have been published for six successive weeks in payment; any of the newspapers published in the City of Toronto, and in the County of Simcoe, refuse or neglect to pay to the said Directors or the Secretary of the said Company, the amount of such call upon the share or shares held by him, then such share or shares shall or may, at the option of the said Directors, become forfeited to the Company, together with the amount or amounts paid thereon; and such forfeited share or shares may And dispose of be disposed of as the Directors for the time being may think them. fit, in any manner whatsoever for the benefit of the Company, or the same may become vested in, and for the benefit of, the said Company, as the Directors may determine, or the amount of such call may be sued for and recovered by the Company, as hereinafter provided. in suits for calls. 10. In any action or suit to recover any money due upon what only any call, it shall not be necessary to set forth the special matter, need be alleg but it shall be sufficient to declare that the Defendant is the ed and proved holder of one share or more, (stating the number of shares,) and is indebted to the Company in the sum of money to which the calls in arrear shall amount, in respect of one call or more upon one share or more, (stating the number and amount of each of such calls,) whereby an action hath accrued to the said Company; and on the trial it shall only be necessary to prove that the Defendant was owner of certain shares, and the call or calls thereon, and the notice required by this Act, and no other fact or thing whatsoever. for certain purposes. 11. The Directors of the said Company shall have power Directors may from time to time to make such By-laws as they shall make By-laws deem proper for the determination of the number and quorum of Directors,--for the management and disposition of the stock and business affairs of the said Company,---for the appointment of officers, and for prescribing their powers and duties and those of all artificers and servants, that may be employed for carrying on all kinds of business within the objects and purposes of the said Company,---for making contracts relating thereto, and for carrying into effect all of the powers vested in the Company by this Act, and to amend or repeal any such By-laws and make others in their stead; and any copy of such By-laws or any of them purporting to be under the hand of the Clerk, 26* Secretary, |